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Purchase Order Terms and Conditions

Applicability

These terms and conditions of purchase are applicable to purchases made by Aero-Glen International LLC, (“Buyer”) from its vendors and/or suppliers (“Seller”).

Acceptance

This Purchase Order (Order) constitutes an offer by Buyer which is accepted by Seller solely in accordance with the terms set forth herein and on the face of the Order upon the earlier of Seller’s signing and returning the acknowledgment copy hereof or commencement of effort, or delivery in whole or in part of articles or the furnishing of service required herein.

Changes

Buyer may at any time by a written order make changes within the general scope of this Order in any one or more of the following: (i) drawings, designs, or specification; (ii) method of shipping or packing; (iii) place or time of delivery; and (iv) quantity.  Seller shall proceed immediately to perform this Order as changed.  If any such changes caused an increase or decrease in the cost or the time required for the performance of this Order, an adequate adjustment shall be made in the price or delivery schedule, or both and this Order shall be modified in writing accordingly.  Any claim for adjustment under this provision must be submitted in writing within 20 days from the date the change is ordered together with cost or pricing data sufficient to permit evaluation of such claim.  Failure of the parties to agree upon any adjustment to be made under this clause shall not excuse Seller from proceeding with the Order as changed, or as directed by an authorized representative of Buyer’s Purchasing Department.

Delivery

Seller agrees to deliver acceptable parts in strict conformance to the delivery schedule as it appears on the face of this Order, and agrees that Buyer may return at Seller’s expense and risk all material shipped otherwise.  If Seller’s deliveries fail to meet the schedules specified by Buyer with the result that Buyer is compelled to call upon Seller to ship by other than designated routing to expedite delivery, Seller shall assume the difference for the additional cost of transportation.  Seller shall suitably pack Goods to insure against damage from weather and transportation and to secure lowest transportation costs and to conform to the requirements of common carriers and any applicable specifications. Buyer may specify the routing of any shipment, but if not specified, Seller shall route shipments to achieve the lowest freight rate.  Each notice of shipment shall be delivered to Buyer immediately upon shipment and shall reflect any car number, routing, and any other shipment information.  Seller shall not manufacture or order materials in advance of Seller’s required flow time or deliver any materials in advance of schedule set forth in this Order without Buyer’s written permission.  Seller agrees to notify Buyer in writing of any potential delay in schedule.  Material delivered under this Order in excess of the amount ordered herein shall be returned to Seller or retained by buyer at no cost to Buyer.  Time is of the essence in performance of this Order by Seller.

Termination

Buyer may terminate the order in whole or in part for Seller’s default without liability to Buyer: (i) if deliveries are not made at the time or in the quantities specified; (ii) in the event of a breach of applicable specification requirements or any of the other terms or conditions hereof; or (iii) in the event of the institution of any proceedings by or against Seller in bankruptcy or insolvency under any provisions of the Bankruptcy Act or for the appointment of a receiver or trustee or any assignment for the benefit of creditor.

Warranties

Seller warrants to Buyer and Customers that the Goods shall: (i) conform in all respects to all of the requirements of this Order; (ii) be free from all defects in materials and workmanship; and (iii) to the extent not manufactured pursuant to detailed designs furnished by Buyer, be free from all defects in design and fit for the intended purposes.

Certificate of Conformance

Supplier shall submit with each shipment a certificate of conformance stating products shipped are in compliance with PO requirements and all applicable drawings & specifications.  The certificate shall include P.O. number, part number with revision level, quantity, lot/batch number, serial number (where applicable), cure date/lube date (where applicable), and be signed by an Authorized Company Representative including title.  All certification must be clearly legible.  Poor copies may result in rejection of order at seller’s expense.  Unless agreed in writing by Buyer, when the supplier is not the Manufacturer, the Manufacturer's Certificate of Compliance is required, together with certification from any intervening distributor.  Material Safety Data Sheets: with any delivery of hazardous material, supplier shall provide the current edition of the Material Safety Data Sheet (“MSDS”) published by the manufacturer.

Invoicing and Payment

A separate invoice shall be issued to the Buyer for each shipment made by Seller.  Unless otherwise specified in this Order, an invoice shall not be issued prior to shipment of items and payment will not be made prior to receipt of items and correct invoice.  Credit and discount periods will be computed from the date of receipt of the correct invoice to the date Buyer’s check is mailed.  Rejections, delivery delays, and Seller’s errors and omissions shall be cause for withholding payment, and Buyer shall not thereby lose any cash discount privilege. Buyer’s order numbers and symbols must be plainly marked on all invoices, packages, bills of lading and shipping orders.  Buyer’s count or weight shall be final and conclusive on shipments not accompanied by a packing list.

Limitations of Liability

Notwithstanding any other provision of this Order, Buyer’s maximum liability to the Seller shall not exceed the purchase price of this Order.  Seller shall not be entitled to any incidental, special or consequential damages if Buyer breaches or otherwise fails to perform any obligations under this order. 

Entire Agreement

This Order sets forth the entire agreement, and supersedes any and all other agreements, understandings and communications between Buyer and Seller and related to the subject matter of this Order.  No amendment or modification of this Order shall be binding upon Buyer unless set forth in a written instrument signed by Buyer’s Material Representative.  The rights and remedies afforded to Buyer or Customers pursuant to any provision of this Order are in addition to any other rights and remedies afforded by any other provision of this Order, by law or otherwise.

Applicable law and disputes

Any dispute arising under or related to this order shall be governed by the law of the state appearing in Buyer’s address on the face hereof.  However, if this Order is placed under a government prime or higher tier contract, the Federal Law of Government Contract as enumerated and applied by the Federal courts and the Agency Boards of Contract Appeals shall apply pending the resolution of any disputes.  Seller shall proceed as directed by Buyer.

Compliance with federal state and local laws

Seller has complied with and shall comply with all applicable Federal, State, and Local laws and ordinances and all order, rules and regulations hereunder.  Seller shall save and hold Buyer harmless from and reimburse it for, any and all costs, damages and expenses (including attorney’s fees) suffered or occasioned to it through any failure of Seller to comply with any laws, orders, rules, regulations or ordinances.

Product Availability

Inventory availability is subject to change at any time prior to acceptance of the order by Aero-Glen International.  If for any reason material is not available for shipment, customer will be notified.

Returns

Buyer must contact its inside salesperson on all returns.  Buyer may not return products that are used, altered, not in original packaging, have static seals broken, or are not in an as-shipped condition.

Right of Entry

Unless otherwise stated on the purchase order the supplier shall allow right of entry by Aero-Glen, Aero-Glen's customer, and regulatory authorities to all facilities involved in the order and to all applicable records.

Record Retention and Traceability

All goods provided must have full traceability to manufacturer kept and producible to Aero-Glen within 2 business days upon request.  Records must be kept for 10 years in a location where records are attainable and safe from deterioration.

Counterfeit Parts Protection Plan (CPPP)

Supplier must maintain a Counterfeit Parts Protection Plan containing all elements of AS5553 paragraphs 4.11 through paragraph 4.17 and all elements of AS6174 paragraphs 3.1 through 3.1.7.  All CPPP prevention requirements must be flowed down to their sub-tier suppliers throughout the supply chain.

Foreign Object Debris (FOD) Prevention Plan

Supplier must maintain a FOD plan to prevent Foreign Object and Debris in parts sent to Aero-Glen International, in accordance with NAS412 standard.  All FOD prevention requirements must be flowed down to their sub-tier suppliers throughout the supply chain.

Conditions Applicable to Orders Placed Under United States Government Contracts

If this order is placed under a United States government contract, or a subcontract under any United States Government contract, the following conditions are applicable:

  1. The following clauses of the Federal Acquisition Regulation (FAR) and the Department of Defense FAR Supplement (DFARSUP) or National Aeronautics and Space Administration Supplement (NFARSUP), as applicable, are hereby incorporated by reference.  However, whenever any clause includes a requirement for the settlement of disputes between the parties in accordance with the “Disputes” clause, the dispute shall be disposed of in accordance with Article 3., entitled “Applicable Law and Disputes”.  Clauses referenced below shall be those in effect on the effective date of this Order.  If there is a conflict or addition to a clause in effect on the effective date of this Order and a clause of the Prime Contract, the Prime Contract clause shall govern.  Wherever necessary to make the context of the clauses set forth below applicable to this Order, the term “Contractor “ shall mean seller, the term “Contract” shall mean this Order, and the terms “Government”, “Contracting Officer” and equivalent phrases shall mean Buyer, except the terms “Government”, and “Contracting Officer” do not change: (1) In the phrases “Government Property”, “Government-Owned Property”, “Government Equipment”; (2) When a right , act, authorization or obligation can be granted or performed only by the Government or the prime contact Contracting Officer or his duly authorized representative; (3) When title to property is to be transferred directly to the Government; (4) Where specifically modified as set forth below; and (5) in FAR’s 52-210-7, 52-214-2,52-215-2, 52.227-2, 52.246-23.  The clauses incorporated herein by reference have the same force and effect as if they were incorporated and attached in full text.

FAR Reference:

(1) 52.203-3 Gratuities

(2) 52.203-6 Restrictions on Subcontractor Sales

(3) 52.203-7 Anti-Kickback Procedures

(4) 52.203-12 Limitation on Payment to Influence Certain Federal Transactions

(5) 52.204-2 Security Requirements

(6) 52.209-6 Protecting The Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

(7) 52.2 1 1-5 Material Requirements

(8) 52.21 1-15 Defense Priority and Allocation Requirements

(9) 52.215-2 Audit & Records – Negotiation

(10) 52.2 15- 10 Price Reduction for Defective Cost or Pricing Data

(11) 52.215-1 1 Price Reduction for Defective Cost or Pricing Data – Modifications

(12) 52.215-12 Subcontractor Cost or Pricing Data

(13) 52.215-13 Subcontractor Cost or Pricing Data Modifications

(14) 52.215-14 Integrity of Unit Prices & Alternate I

(15) 52.215-15 Pension Adjustments and Asset Reversions

(16) 52.2 15-1 8 Reversion or Adjustment of Plans for Post Retirement Benefits Other than Pensions (PRB)

(17) 52.215-19 Notification of Ownership Changes

(18) 52.2 19-8 Utilization of Small Business Concerns

(19) 52.222-4 Contract Work Hours and Standards Act -Overtime Compensation

(20) 52.222-20 Walsh-Healey Public Contract Act

(21) 52.222-2 1 Prohibition of Segregated Facilities

(22) 52.222-26 Equal Opportunity

(23) 52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era and Other Eligible Veterans

(24) 52.222-36 Affirmative Action for Workers With Disabilities

(25) 52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era and Other Eligible Veterans

(26) 52.223- 14 Toxic Chemical Release Reporting

(27) 52.225-1 Buy America Act – Supplies

(28) 52.225-8 Duty Free Entry

(29) 52.225-13 Restrictions on Certain Foreign Purchases

(30) 52.227-1 Authorization and Consent

(31) 52.227-9 Refund of Royalties

(32) 52.227-1 1 Patent Rights - Retention by the Contractor (Short Form)

(33) 52.227-12 Patent Rights -Retention by the Contractor (Long Form)

(34) 52.236-13 Accident Prevention

(35) 52.242-15 Bankruptcy

(36) 52.242-15 Stop Work Order

(37) 52.245-17 Special Tooling

(38) 52.245-18 Special Test Equipment

(39) 52.21520 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA (OCT 2010) (Note 2 applies.)

(40) 52.21521 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA MODIFICATIONS (OCT 2010) (Note 2 applies.)

(41) 52.22221 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

(42) 52.22240 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) (Applies if this Contract exceeds $10,000.)

(43) 52.22311 OZONEDEPLETING SUBSTANCES (MAY 2001) (Applies if the Work was manufactured with or contains ozone depleting substances.)

(44) 52.2251 BUY AMERICAN ACT ‐‐ SUPPLIES (FEB 2009) (Applies if the Work contains other than domestic components. Note 2 applies to the first time "Contracting Officer" is mentioned in paragraph (c).)

(45) 52.2255 TRADE AGREEMENTS (AUG 2009) (Applies if the Work contains other than U.S. made or designated country end products as specified in the clause.)

(46) 52.2446 SUBCONTRACTS FOR COMMERCIAL ITEMS (DEC 2009)

(47) 52.20311 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (Applicable to solicitations and contracts exceeding $150,000)

(48) 52.2095 Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters

(49) 52.22222 Previous Contracts and Compliance Reports

(50) 52.22225 Affirmative Action Compliance

DFARS Reference:

(1) 252.203-7001 Prohibition on persons Convicted of Fraud or Other Defense Contract Relate Felonies

(2) 252.225-7001 Buy American Act and Balance of Payments Program

(3) 252.225-7014 Preference for Domestic Specialty Metals & Alternate 1

(4) 252.225-7016 Restriction on Acquisition of and Roller Bearings

(5) 252.225-7025 Restriction on Acquisition of Forgings

(6) 252.226-7001 Utilization of Indian Organizations and Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns

(7) 252.227-7013 Rights in Technical Data -Noncommercial Items

(8) 252.247-7023 Transportation of Supplies by Sea